A federal district court in Virginia recently held that the federal securities laws can apply to transactions in a foreign issuer’s unsponsored American Depositary Receipts (“ADRs”) that traded over the counter in the United States.  However, the court ruled that statements by the foreign issuer’s U.S. subsidiary had not been sufficiently attributed to the foreign parent so that they could be deemed to have been made “in connection with” purchases of the parent’s ADRs.

The decision in In re Volkswagen AG Securities Litigation (E.D. Va. Mar. 14, 2023) adds to the evolving jurisprudence on whether transactions in unsponsored, unlisted ADRs are subject to the federal securities laws or whether they should be deemed predominantly foreign because the ADRs depend on transactions in the underlying foreign shares and do not necessarily involve the foreign issuer’s participation or consent.  The court’s pleading-stage ruling necessarily was based on the allegations in the complaint and did not foreclose future factual development that could affect the analysis.

Legal Background

For several decades before the Supreme Court’s 2010 decision in Morrison v. National Australia Bank, courts had allowed securities plaintiffs to bring “extraterritorial” claims under the federal securities laws based on some version of the “conduct/effects” test.  That test had examined whether significant wrongful conduct related to non-U.S. securities transactions had occurred in the United States or whether wrongful conduct outside the United States had had a substantial effect on U.S. markets or investors.

In 2010, the Supreme Court rejected the conduct/effects test and announced a new “transactional” test for determining the federal securities laws’ reach.  Morrison held that the securities laws apply only to alleged misstatements or omissions made “in connection with the purchase or sale of [i] a security listed on an American stock exchange, and [ii] the purchase or sale of any other security in the United States.”  One month later, Congress reinstated the conduct/effects test for the government, but not for private litigants.

In 2014, the Second Circuit added a gloss to Morrison and held in Parkcentral Global Hub Ltd. v. Porsche Automobile Holdings that, even if a “domestic transaction” under Morrison took place, U.S. securities laws still should not apply if the claims “are so predominantly foreign as to be impermissibly extraterritorial.”  But other courts have rejected that potential escape hatch and have ended the analysis upon finding a “domestic transaction.”

The Volkswagen Decision

            Case Background

The Volkswagen litigation arose from allegedly false statements by Volkswagen Group of America, Inc. (“VWA”) – a wholly owned subsidiary of the German parent Volkswagen AG (“VW”) – that it would be changing its name to “Voltswagen.”  The announcements, on March 29 and 30, 2021, allegedly were intended to draw attention to VWA’s new electric SUV without having to incur the costs and risks associated with rebranding.

After the close of market on March 30, VWA withdrew the announcements and characterized the supposed name change as an April Fool’s joke.  But the price of VW ADRs had risen upon the announcements, and it fell after VWA retracted the name change.  Securities litigation ensued.

The court held that plaintiffs had sufficiently pled that VWA had made material misstatements with the requisite degree of scienter.  But the court dismissed the claims against VW, holding that plaintiffs had not adequately pled that VW had exercised sufficient control over its subsidiary’s statements to be deemed the “maker” of those statements under Supreme Court precedent.

Perhaps the more interesting aspects of the decision involve the court’s discussion of Morrison issues in the context of unsponsored, unlisted ADRs.

            The Discussion of Morrison Issues

The court first held – and plaintiffs did not dispute – that over-the-counter (“OTC”) transactions in unsponsored, unlisted ADRs do not constitute transactions in securities “listed” on an American “exchange” under Morrison’s first prong.  The court thus joined many others in holding that the OTC market is not an “exchange” for Morrison purposes.

The court then turned to Morrison’s second prong, for domestic transactions in securities not listed on a U.S. exchange.  The court adopted the Second Circuit’s standard and held that a domestic transaction occurs if (i) “title to the shares was transferred within the United States,” (ii) “the purchaser incurred irrevocable liability within the United States to take and pay for a security,” or (iii) “the seller incurred irrevocable lability within the United States to deliver a security.”  The court ruled that plaintiffs had adequately pled domestic transactions:  they allegedly had instructed their U.S.-based brokers to buy VW ADRs on the OTC market in New York, “thereby facilitating transfer of title in the United States.”

Defendants argued that, even if the transactions were “domestic” under Morrison, they should not fall within the federal securities laws because were predominantly foreign.  Unsponsored ADRs are receipts for underlying foreign shares traded on foreign exchanges, and they are issued by depositary banks with little or no involvement by – and perhaps even without the consent of – the foreign issuer.  VW previously had had a sponsored ADR program with U.S. depositary banks, but it had terminated that program three years earlier in an effort to avoid subjecting itself to U.S. securities laws.  The depositaries then continued to offer ADRs on an unsponsored basis, supposedly without VW’s involvement.

The court refused to add the Second Circuit’s “‘predominately foreign’ framework” to the widely used “irrevocable liability” standard for domestic transactions, holding that such an addition would “mudd[y] the ‘clear test’” that the Supreme Court had sought to propound in Morrison.  That ruling is consistent with those of several other courts, such as the First Circuit (in SEC v. Morrone) and the Ninth Circuit (in Stoyas v. Toshiba, which also involved unsponsored, unlisted ADRs).

However, the Virginia court did not end its analysis with its conclusion that the plaintiffs had pled a domestic transaction.  Instead, it went on to consider whether defendants’ arguments about the nature of unsponsored ADRs prevented plaintiffs from satisfying the Securities Exchange Act’s requirement that a securities-fraud claim be “in connection with” the purchase or sale of a security – an issue the Ninth Circuit had flagged in the Stoyas case.

The court held that “the distinction between a sponsored and unsponsored ADR program impacts the degrees of separation between the ADR and the foreign issuer, which implicates the ‘in connection with’ analysis under § 10(b)” of the Exchange Act.  The court acknowledged that “a foreign issuer need not have any contact with a depositary bank offering an unsponsored ADR program.”  But “[t]hat reality . . . does not preclude the possibility that Volkswagen, in this case, did approve of the unsponsored ADR program.”

The court held that, for pleading purposes, plaintiffs had sufficiently alleged VW’s connection to the unsponsored ADRs.

  • Plaintiffs had “systematically describ[ed] the nature of the ADRs and the contractual terms associated with owning such securities, . . . the specific depositary banks that have registered the ADRs with the SEC, . . . the details of said registration on Form F-6, . . . and the nature of the OTC markets in which the ADRs trade.”
  • Plaintiffs also had “specifically identified that one of the depositary banks offering the ADRs in this dispute confirmed to the SEC that best practice for it and other banks is to ‘obtain the [foreign] issuer’s consent before establishing an unsponsored ADR program.’”

Plaintiffs thus had alleged “a plausible basis that at least one of the involved depositary banks ‘provided Volkswagen with an opportunity to object to and prevent the establishment of such program,’ ‘obtained a letter of non-objection or other evidence of consent from Volkswagen,’ and/or ‘took other actions intended to obtain Volkswagen’s consent to the sale of unsponsored ADRs in the United States.’”  “Whether or not such interactions occurred is likely near impossible to know at the pleading stage, making it a question best answered through discovery.”

Nevertheless, the court ended up dismissing the claims because, as mentioned above, plaintiffs had not sufficiently tied VW to VWA’s alleged misstatements.  “Without a plausible theory of liability ascribed to the issuer [i.e., VW], Plaintiffs’ purchase or sale of [VW] ADRs cannot be said to ‘touch[]’ or ‘coincide’ with the alleged false statements of” the VWA defendants.


The Volkswagen case aligns the Eastern District of Virginia with the First, Second, Third, and Ninth Circuits on the definition of a “domestic transaction” under Morrison’s second prong.  The “irrevocable liability” test is now widely used in securities cases involving extraterritorial elements.  But the decision adds to the tension between the Second Circuit’s Parkcentral ruling and the First and Ninth Circuit positions on whether a domestic transaction alone suffices or whether something more is needed.

However, the Volkswagen decision follows the Ninth Circuit’s Stoyas case in shifting consideration of “predominantly foreign” arguments to the Exchange Act’s separate “in connection with” requirement.  Those considerations periodically arise in cases involving unsponsored ADRs, for which foreign defendants might wish to disclaim responsibility.

The court’s ruling on the “in connection with” requirement turned on the specific factual allegations in the complaint and was expressly intended to govern only at the pleading stage.  Plaintiffs here had alleged facts suggesting that VW had expressly or implicitly consented to the depositaries’ issuance of ADRs, had had an opportunity to object to the issuance, and had been affirmatively asked for consent by at least one bank.  Whether those allegations can withstand scrutiny after discovery remains to be seen.

If a foreign issuer whose unsponsored ADRs trade OTC does not want the federal securities laws to apply to transactions in those securities, it might consider trying to make a record that it has not been involved in, has not consented to, and perhaps even has objected to, the depositaries’ issuance of the ADRs.  For purposes of a motion to dismiss, that record will need to be publicly available and judicially noticeable.  Otherwise, a court might not be able to consider it at the pleading stage, although the record could become relevant in discovery and on summary judgment.

As the Volkswagen court observed, however, foreign issuers might have certain incentives not to discourage U.S. depositaries’ interest in issuing unsponsored ADRs.  The number of ADRs available for sale in the United States is limited by the number of foreign shares that the foreign issuer has issued and authorized for sale, so the foreign issuer “continues to receive the benefit of demand on its foreign shares from depositary banks seeking to distribute ADSs to U.S. markets by purchasing those foreign shares.”  Foreign issuers therefore need to consider the competing risks and benefits of allowing U.S. depositaries to issue unsponsored ADRs.

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Photo of Jonathan Richman Jonathan Richman

Jonathan Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and…

Jonathan Richman represents a variety of companies in securities class actions, shareholder derivative actions, internal investigations, SEC investigations, corporate governance, insider trading, D&O insurance and related matters. Many of those matters involve international elements, including representations of non-U.S. issuers in U.S. litigation and in landmark non-U.S. collective settlements under Dutch law in the Netherlands. Jonathan’s clients have included Hewlett Packard, Royal Dutch/Shell, Zurich Insurance Group, Halliburton, Waste Management, and Bed Bath & Beyond.

Jonathan writes extensively on topics ranging from securities and insider-trading law, corporate governance and fiduciary issues to non-U.S. law on collective actions. His articles have been published in major legal publications.

Jonathan is the past co-head of the Firm’s Securities Litigation Group.

Class Action and SEC Enforcement Experience

  • Royal Dutch/Shell
  • Global Crossing
  • Waste Management
  • Zurich Insurance Group
  • Vestas Wind Systems A/S (class action only)
  • JBS S.A. (class action only)
  • Henry Schein, Inc. (class action only)
  • YRC Worldwide Inc. (class action only)
  • Bed Bath & Beyond Inc. (class action only)
  • Roka Bioscience, Inc. (class action only)
  • Fifth Street (class action only)
  • Vida Longevity Fund (class action only)
  • Former CEO of Lumber Liquidators (class action only)
  • Individual defendant in Third Avenue securities class actions
  • American General (class action only)
  • Metropolitan Life (class action only)
  • New York Life (class action only)
  • Leucadia/Jefferies merger litigation (class action only)
  • Realty Income/American Realty merger litigation (class action only)
  • ARCP/ARCT III merger litigation (class action only)
  • Aberdeen/Artio merger litigation (class action only)
  • PhotoMedex/LCA-Vision merger litigation (class action only)
  • RCS Capital/Summit Financial merger litigation (class action only)
  • First American/First Advantage merger litigation (class action only)
  • SEC inquiry involving CMBS servicing
  • SEC inquiry involving issuer’s confidentiality notice for internal investigations
  • Various SEC, CFTC, and FINRA inquiries involving trading issues

Shareholder Derivative Litigation

  • Hewlett-Packard
  • Royal Dutch/Shell
  • Brocade Communications Systems, Inc.
  • Halliburton Company
  • Waste Management, Inc.
  • Henry Schein, Inc.
  • YRC Worldwide Inc.
  • Bed Bath & Beyond Inc.
  • Fifth Street
  • Vida Longevity Fund
  • Former CEO of Lumber Liquidators
  • Individual defendant in Third Avenue derivative litigation

Department of Justice Proceedings

  • Royal Dutch/Shell
  • Global Crossing
  • Property and casualty insurers


  • Advising outside directors of for-profit educational institution on litigation and regulatory investigations
  • Providing advice and training sessions for clients on insider-trading issues
  • Representing Financial Oversight and Management Board for Puerto Rico in pending litigation arising from Puerto Rico bankruptcy


  • Author, “Court Preliminarily Enjoins Florida’s ‘Stop Woke Act,’” National Law Review (Aug. 22, 2022)
  • Author, “Blockchain Meets Morrison:  Court Rejects Blockchain Class Settlement Because of Concerns About Adequacy of Representation,” National Law Review (Aug. 16, 2022)
  • Author, “Delaware Supreme Court Allows Use of ‘Reliable’ Hearsay to Support Books-and-Records Demand,” National Law Review (July 20, 2022)
  • Author, “Divided Delaware Supreme Court Decision Highlights Issues About Director Independence in Derivative Actions,” National Law Review (June 30, 2022)
  • Author, “Second Circuit Reverses Dismissal of Securities Claim Alleging Failure to Disclose SEC Investigation,” National Law Review (May 25, 2022)
  • Author, “Ninth Circuit Upholds Delaware-Forum Bylaw That Precludes Assertion of Federal Proxy Claim,” National Law Review (May 13, 2022)
  • Co-author, “SEC Defeats Motion to Dismiss Insider Trading Complaint Alleging Novel ‘Shadow Trading’ Theory, The Corporate Lawyer, vol. 59, no. 3 (Feb. 2022), at 1
  • Co-author, “Seventh Circuit Reverses Dismissal of Derivative Action Based on Forum Clause as Applied to Federal Claim,” National Law Review (Jan. 21, 2022)
  • Author, “California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of Common Stock Outside the U.S.,” National Law Review (Jan. 10, 2022)
  • Co-author, “SEC Pursues ‘Shadow Trading’ Insider Trading Case,” Corporate Governance Advisor, vo. 29, no. 6 (Nov./Dec. 2021), at 29
  • Co-author, “SEC Investor Advisory Committee Considers Recommendations to Tighten Rules for Insiders’ Trading Plans,” National Law Review (Sept. 7, 2021)
  • Author, “Second Circuit Holds that Accurately Reported Financial Statements Are Not Actionable and that Materiality Has a Half-Life,” National Law Review (Aug. 27, 2021)
  • Author, “First Circuit Adopts Prevailing Standard for Applicability of Federal Securities Laws to Foreign Investors, But Rejects Second Circuit’s Narrower Test,” National Law Review (May 11, 2021)
  • Author, “Second Circuit Upholds Insider Trading Conviction, Finding Sufficient Confidentiality Duty and Personal Benefit,” National Law Review (Apr. 7, 2021)
  • Co-author, “Second Circuit Reaffirms that Federal Securities Laws Do Not Apply to Predominantly Foreign Transactions,” National Law Review (Jan. 26, 2021)
  • Author, “Corporate Scienter Requires Link Between Employees with Knowledge and the Alleged Misstatements,” National Law Review (May 26, 2020)
  • Author, “Delaware Supreme Court Rules that Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court,” National Law Review (Mar. 18, 2020)
  • Author, “California Federal Court Holds that U.S. Securities Laws Apply to Unsponsored, Unlisted ADRs,” National Law Review (Jan. 30, 2020)
  • Author, “Second Circuit Holds that a ‘Personal Benefit’ Is Not Required for Insider Trading Under Criminal Securities Statute,” National Law Review (Jan. 2, 2020)
  • Co-author, “When Passive Investors Drift into Activist Status,” CCR Corp. Deal Lawyers (Nov.-Dec. 2019)
  • Author, “Delaware Supreme Court Rejects Presumption of Confidentiality for Books-and-Records Productions,” National Law Review (Aug. 8, 2019)
  • Author, “Supreme Court Raises Questions About Private Rights of Action Under § 14 of Securities Exchange Act,” National Law Review (Apr. 24, 2019)
  • Author, “Second Circuit Rejects Securities Claims Based on Generic Statements About Ethics and Compliance,” Securities Reform Act Litigation Reporter, vol. 47, no. 1 (April 2019), at 54
  • Author,” Supreme Court Holds that Persons Who Do Not ‘Make’ Misstatements Can Nevertheless Be Liable for Other Securities-Fraud Violations,” National Law Review (Mar. 29, 2019)
  • Author, “The importance of documenting corporate actions: Delaware Supreme Court requires production of emails in books-and-records request,” Westlaw Journal Mergers & Acquisitions (Feb. 2019)
  • Author, “First Appellate Decision Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects in United States,” National Law Review (Jan. 24, 2019)
  • Author, “Insider Trading for Dummies: Judge Rakoff Tries to Simplify the Law,” National Law Review (Dec. 10, 2018)
  • Co-author, “Fortis Case Confirms Viability of Dutch Settlement Law,” Law360 (July 27, 2018) (with Professor Ianika Tzankova)
  • Author, “Second Circuit Again Holds That Tipper/Tippee Liability Can Arise from a Gift of Inside Information Even Without a Close Personal Relationship,” National Law Review (June 29, 2018)
  • Author, “Supreme Court Rules That Federal Courts Are Not Bound to Give Conclusive Effect to Foreign Governments’ Statements About Their Laws,” National Law Review (June 14, 2018)
  • Author, “Supreme Court Prohibits Stacking of Successive Class Actions Beyond Limitations Period,” National Law Review (June 14, 2018)
  • Author, “Supreme Court Rules That State Courts Can Adjudicate Class Actions Under the Securities Act of 1933,” Securities Arbitration Commentator (April 11, 2018)
  • Author, “Fourth Circuit Upholds Disclosure of Government Subpoena as Evidence of Loss Causation,” National Law Review (Feb. 24, 2018)
  • Author, “Revisiting Preclusion Principles in Derivative Actions,” Law360 (July 28, 2017)
  • Author, “Second Circuit Requires Increased Scrutiny of Securities Class Actions Involving Off-Exchange Transactions,” National Law Review (July 8, 2017)
  • Author, “Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees,” National Law Review (June 19, 2017)
  • Author, “Utah Court Bites Bullet with Dodd-Frank Jurisdiction Ruling,” Law360 (Apr. 13, 2017)
  • Author, “Non-Use Agreement Need Not Precede Disclosure of Confidential Information,” National Law Review (March 21, 2017)
  • Author, “Watch the Napkin: First Circuit Affirms Insider-Trading Conviction,” National Law Review (Feb. 28, 2017)
  • Author, “Dueling Shareholder Class Actions Could Raise Due Process Issues,” Law360 (Jan. 30, 2017)
  • Author, “Supreme Court Reaffirms Personal-Benefit Requirement for Insider Trading,” WestLaw Journal: Securities Litigation & Regulation and WestLaw Journal: White-Collar Crime (Dec. 22, 2016)
  • Author, “Rakoff Addresses Tippee Liability in SEC v. Payton,” Law360 (Dec. 2, 2016)
  • Author, “Dutch Collective Actions vs. Collective Settlements,” National Law Review (Oct. 18, 2016)
  • Author, “Judgment Recognition and the Reach of US Securities Laws,” Law360 (Oct. 3, 2016)
  • Author, “Executives Face SOX Disgorgement Uncertainty After Jensen,” Law360 (Sept. 8, 2016)
  • Author, “Wine, Steak and a Taste of the ‘Personal Benefit’ Tension,” Law360 (June 6, 2016)
  • Author, “Proskauer Explains Supreme Court’s Clarification of Jurisdiction Under Securities Exchange Act,” The CLS Blue Sky Blog (May 24, 2016)
  • Author, “Second Circuit Reinforces Liability Standard in Securities Cases Based on Statements of Opinion,” Business Law Today (Mar. 2016)
  • Author, “The Netherlands Returns as a Collective Settlement Forum,” Law360 (Mar. 15, 2016)
  • Author, “How Morrison v. Australia Bank Was Applied in Petrobras,” Law360 (Feb. 16, 2016)
  • Author, “New York Court Certifies Classes in Petrobras Securities Litigation,” National Law Review (Feb. 3, 2016)
  • Author, “Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of ‘Increasingly Vigilant’ Scrutiny,” National Law Review (Jan. 25, 2016)
  • Author, “What To Expect from High Court’s New Insider Trading Case,” Law360 (Jan. 19, 2016)
  • Author, “Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders,” Transaction Advisors (Dec. 2015)
  • Author, “What Jarkesy Means for SEC Admin Court Challenges,” Law360 (Sept. 30, 2015)
  • Author, “A Farewell to Alms? Peppercorn Settlements of M&A Litigation,” National Law Review (Sept. 21, 2015)
  • Author, “Seventh Circuit Rejects Court Challenge to Pending SEC Administrative Proceeding,” com (Aug. 27, 2015)
  • Author, “9th Circuit Rebuffs Newman,” Law360 (July 8, 2015)
  • Author, “Proskauer Discusses Supreme Court’s Omnicare Decision, Clarifying Liability for Statements of Opinion in Registration Statements,” The CLS Blue Sky Blog (Mar. 24, 2015)
  • Author, “U.S. Appeals Court Rejects Bright-Line Test for Extraterritorial Reach of U.S. Securities Laws,” Bloomberg BNA World Securities Law Report, vol. 20, no. 9 (Sept. 2014)
  • Author, “Whistleblower Anti-Retaliation Provision Does Not Apply Outside the U.S.,” Westlaw Journal Securities Litigation & Regulation, vol. 20, issue 9 (Sept. 4, 2014)
  • Author, “So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?,” Harvard Law School Forum on Corporate Governance and Financial Regulation (Sept. 2, 2014)
  • Co-author, “Defending Directors: Cram Sheet,” Wolters Kluwer Law & Business (October 23, 2012)
  • Author, “Delaware Chancery Court Issues Decision on Collateral Estoppel in Derivative Suits,” Westlaw Journal Delaware Corporate, vol. 26, issue 25 (June 25, 2012)
  • Author, “SEC Issues Report on Extraterritorial Reach of U.S. Securities Laws,” VCExperts on-line publication (June 2012)
  • Co-author, “Fraud? Foreign Purchase? Forget It! ‘Foreign-Cubed’ and Other Foreign-Issuer Cases After Morrison,” of Secs. & Commodities Reg., vol. 44, no. 4 (Feb. 23, 2011)
  • Author, “Supreme Court Clarifies Statute of Limitations in Securities-Fraud Actions,” Derivatives Financial Prods. Rpt., 11, no. 10, at 23 (June 2010)
  • Author, “Transnational Class Actions and Judgment Recognition,” Class Action Litigation Report (June 25, 2010)
  • Co-author, “Pushing the Limits of U.S. Securities Laws: ‘Foreign-Cubed’ (‘F-Cubed’) Cases,” 42 SRLR 10 (March 8, 2010)
  • Co-author, “Assignees Have Discovery Obligations When Asserting Assignors’ Claims,” Journal of Payment Systems Law (June/July 2005)
  • “Punitive Damages: Past, Present and Future,” International Commercial Litigation (July/August 1995)
  • Co-author and editor, Takeovers: Attack and Survival (1987)
  • Co-author, “New Life for State Takeover Statutes?,” New York Law Journal (July 27, 1987)
  • Co-author, “Damages in Defamation Actions,” Damages in Tort Actions (1985)
  • “Facial Adjudication of Disciplinary Provisions in Union Constitutions,” Yale Law Journal (1981)


  • Practising Law Institute: “ESG 2022: What It Means for Boards, Management, and Counsel” (June 1, 2022) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG 2021: What It Means for Boards, Management, and Counsel” (webcast, June 24, 2021) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG 2020: What It Means for Boards, Management, and Counsel) (webcast, July 24, 2020) (full-day program; program co-chair and panel chair)
  • Practising Law Institute: “ESG and Promoting Corporate Sustainability” (New York, June 25, 2019) (full-day program; program chair and panel chair)
  • The Mason Judicial Education Program, Symposium for Judges: Securities Class Action Litigation (Arlington, VA, May 5, 2019)
  • The Mason Judicial Education Program, Symposium for Judges: The Economics of Corporate & Securities Law (San Diego, April 12-14, 2018)
  • ABA Section of Litigation: “Recent Developments in Securities Class Actions” (webinar, May 11, 2017)
  • Professional Liability Underwriters Society D&O Symposium: “Behaving Badly: The Non-U.S. Corporate Scandal Wave” (New York, February 9, 2017)
  • New York State Bar Association International Section: “Hot Topics in Cross-Border Securities Litigation” (São Paulo, October 16, 2015)
  • Proskauer Hedge-Fund Breakfast Seminar on Insider Trading (New York, Feb. 5, 2015)
  • CLE International’s 9th Annual Class Action Conference: “Collective Proceedings Abroad: Evolving Approaches & Attitudes” (Washington, D.C., October 2013)
  • Practising Law Institute: “Handling a Securities Case: From Investigation to Trial and Everything in Between” (New York, April 2012)
  • Institutional Investor Educational Foundation: Corporate Governance Roundtable Forum (New York, December 2011)
  • Institutional Investor Educational Foundation Amsterdam Roundtable: “The Netherlands and the Future of European Securities Litigation” (The Hague, September 2011)
  • Summer Institute on Law & Government, American Univ. Washington College of Law: “Securities Class Actions – An Update” (Washington, D.C., June 2010)
  • ABA Section on Litigation Annual Conference: “Global Class Actions: Lasting Peace or Ticking Time Bombs?” (New York, April 2010)